Amendments to Company Law Take Effect - International Law Office

Changes Affecting Private Companies
Changes Affecting All Companies
Changes Affecting Listed Companies

The Companies (Amendment) Ordinance 1999, which was enacted on June 30 1999, will come into operation on November 11 1999. The major changes introduced by the ordinance are outlined below. For a more detailed discussion of the ordinance please see Legislature Considers Streamlining Company Law.

Changes Affecting Private Companies

A new Section 291AA provides for the de-registration of defunct, solvent private companies.
Private companies, with the unanimous consent of their shareholders and which have no outstanding liabilities, can apply to the Registrar of Companies to be de-registered. Applicants are required to apply for a written notice of no objection from the Commissioner of Inland Revenue. Application forms need to be completed and fees must be paid.

With effect from November 11 1999, no further applications to strike off companies under old Section 291 of the ordinance will be accepted.

Also, there is a new requirement for private companies to file a copy of the auditor's notice of resignation (amending Section 140A(3)(a)).

Changes Affecting All Companies

The amendments to the Companies Ordinance provide for the following:

• the abolition of the requirement for directors and secretaries to report their nationalities (amending Sections 158 and 333);
  
  
• a new requirement for companies to deliver a printed copy of amended articles of association to the Registrar of Companies (amending Section 13);
  
  
• a simplified procedure for directors to make a declaration of solvency in a voluntary winding-up (amending Section 233);
  
  
• the use of computerized information to compile and maintain an index of directors (amending Sections 158C and 333C);
  
  
• the specific length of notice required for calling meetings (amending Sections 114(1)(b) and 114(2)(b));
  
  
• a relaxation of the requirement for companies with subsidiaries to compile group accounts (amending Section 126(2)); and
  
  
• the benefits of merger relief that arise in acquisitions, mergers and reconstructions involving Hong Kong companies (amending Section 48B and adding new Sections 48C - 48F).

Changes Affecting Listed Companies

The amendments remove the requirement for listed companies to report other directorships of their directors (amending Sections 158 and 333).

For further information on this topic please contact Noeleen Farrell at Deacons Graham & James by telephone (+852 2825 9211) or by fax (+852 2810 0431) or by e-mail (noeleen.farrell@dgj.com.hk).
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